QUEST ENERGY PARTNERS, L.P. 8,750,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Missouri
In rendering such opinion letter, such counsel may (i) define Quest Governing Documents to mean “the Articles of Incorporation and Bylaws, each as amended to date, of Quest”, (ii) define Applicable Nevada Law to mean “those statutes, rules and regulations of the State of Nevada which, in such counsel’s experience, are customarily applicable both to transactions of the type contemplated by the Operative Agreements and to general business entities which are not engaged in regulated business activities”, (iii) define Applicable Nevada Orders to mean “any judgment, order or decree known by such counsel to have been issued by any Nevada Governmental Authority under Applicable Nevada Law, presently in effect and by which Quest is bound or to which it is subject” (iv) define Nevada Governmental Authorities to mean “the governmental and regulatory authorities, bodies, instrumentalities and agencies and courts of the State of Nevada, excluding its political subdivisions and local agencies”, (v)
AMENDED AND RESTATED CREDIT AGREEMENT Among QUEST RESOURCE CORPORATION, as the Initial Co-Borrower, QUEST CHEROKEE, LLC, as the Borrower, QUEST ENERGY PARTNERS, L.P., as a Guarantor ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent...Credit Agreement • October 31st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November ___, 2007, among QUEST RESOURCE CORPORATION, a Nevada corporation, (the “Initial Co-Borrower”), QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware master limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent.
QUEST ENERGY PARTNERS, L.P. RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • October 31st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT, dated as of ______________, is between Quest Energy GP, LLC, a Delaware limited liability company (the “Company”) and ______________(“Employee”).
